ModivCare Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits

false 0001220754 0001220754 2025-08-20 2025-08-20

 

 

 

 

 

 

 

 

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

 

On August 21, 2025, ModivCare Inc. (the “Company”) received a notification letter (the “Delisting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to commence proceedings to delist the Company’s common stock, $0.001 par value per share (the “Common Stock”), from Nasdaq. Nasdaq reached its decision that the Company is no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company’s commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code on August 20, 2025.

 

In addition, on August 20, 2025, the Company received a notification letter (the “Delinquency Notice”) from Nasdaq notifying the Company that, because the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities and Exchange Commission (the “SEC”).

 

Nasdaq informed the Company that the Common Stock would be suspended at the opening of business on August 28, 2025. The Company does not intend to appeal Nasdaq’s decision to delist their Common Stock and it is expected that Nasdaq will file a Form 25-NSE with the SEC, which would remove the Company’s common stock from listing and registration on Nasdaq. The Company anticipates that, upon the delisting from Nasdaq, the Common Stock will be quoted on the OTC Pink Market. The Company, however, can provide no assurance that the Common Stock will commence or continue to trade on this market.

 

 

On August 22, 2025, the Company issued a press release announcing the information described in Item 3.01 of this Current Report on Form 8-K (this “Current Report”). A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

 

Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://www.veritaglobal.net/ModivCare, a website administered by Kurtzman Carson Consultants, LLC d/b/a Verita Global, a third-party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report.

 

Cautionary Note Regarding the Company’s Securities

 

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.

 

 

 

Certain statements contained in this Current Report on Form 8-K (the “Report”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified generally by the use of the terms “intended”, “expected”, “will”, and “anticipates”, and similar words or expressions indicating possible future expectations, events or actions. Forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company’s business and its industry, and are not guarantees of future performance. All statements in this Report that are not historical are forward-looking statements, including statements regarding the delisting and deregistration of the Company’s Common Stock from Nasdaq and the timing thereof, and the commencement of trading on the OTC markets.

 

These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein, including risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general. The Company has provided additional information about the risks facing its business and the Company in its most recent annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 6, 2025, and in its subsequent periodic and current reports on Forms 10-Q and 8-K filed with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made and are expressly qualified in their entirety by the cautionary statements set forth herein and in the periodic and current reports filed with the SEC identified above, which you should read in their entirety before making an investment decision with respect to the Company’s securities. The Company undertakes no obligation to update or revise any forward-looking statements contained in this Report, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

 

 

(d) Exhibits.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.